March 23, 2010

Dear Stockholders:

On behalf of the Board of Directors, it is my pleasure to invite you to Occidental’s 2010 Annual Meeting of Stockholders, which will be held on Friday, May 7, 2010, at the Starlight Ballroom, The Fairmont Miramar Hotel, Santa Monica, California.

Attached are the Notice of Meeting and the Proxy Statement, which describes in detail the matters on which you are being asked to vote. These matters include electing the directors, ratifying the selection of independent auditors, re-approving the material terms of performance goals for Section 162(m) awards under the 2005 Long-Term Incentive Plan, approving Occidental’s voluntary advisory proposal on executive compensation philosophy and practice, and transacting any other business that properly comes before the meeting, including any stockholder proposals.

Also enclosed are a Report to Stockholders, which discusses highlights of the year, and Occidental’s Annual Report on Form 10-K. As in the past, at the meeting there will be a report on operations and an opportunity for you to ask questions.

Whether you plan to attend the meeting or not, I encourage you to vote promptly so that your shares will be represented and properly voted atthe meeting.

Sincerely,

Ray R. Irani

Chairman and Chief Executive Offi cer

Occidental Petroleum Corporation

Notice of 2010 Annual Meeting of Stockholders and Proxy Statement

Friday, May 7, 2010

Starlight Ballroom Fairmont Miramar Hotel101 Wilshire BoulevardSanta Monica, California

Meeting hours

Registration 9:30a.m.Meeting 10:30a.m.

Admission Ticket orBrokerage Statement Required

OCCIDENTAL PETROLEUM CORPORATION 10889 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90024

March 23, 2010

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

Occidental's 2010 Annual Meeting of Stockholders will be held at 10:30 a.m. on Friday, May 7, 2010, in the Starlight Ballroom, The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California.

At the meeting, stockholders will act on the following matters:

1. Election of directors;

2. Ratification of selection of KPMG LLP as independent auditors;

3. Re-approval of material terms of performance goals for Section 162(m) Awards under the 2005 Long-Term Incentive Plan to permit tax deduction;

4. Advisory vote approving executive compensation philosophy and practice; and

5. Consideration of other matters properly brought before the meeting, including stockholder proposals. The Board of Directors knows of seven stockholder proposals that may be presented.

These matters are described in detail in the Proxy Statement. The Board of Directors recommends a vote FOR Proposals 1, 2, 3 and 4 and AGAINST Proposals 5, 6, 7, 8, 9, 10 and 11.

Stockholders of record at the close of business on March 15, 2010, are entitled to receive notice of, to attend and to vote at the meeting.

Whether you plan to attend or not, it is important that you read the Proxy Statement and follow the instructions on your proxy card to submit a proxy by mail, telephone or Internet. This will ensure that your shares are represented and will save Occidental additional expenses of soliciting proxies.

Sincerely,

Donald P. de Brier Executive Vice President, General Counsel and Secretary

TABLE OF CONTENTS General Information ............................................................................................................................................................... 1 Proposal 1: Election of Directors ......................................................................................................................................... 2 Information Regarding the Board of Directors and its Committees ....................................................................................... 7

Compensation of Directors ................................................................................................................................................. 10

Section 16(a) Beneficial Ownership Reporting Compliance ............................................................................................... 10

Security Ownership of Certain Beneficial Owners and Management .............................................................................. 11 Executive Compensation..................................................................................................................................................... 12 Compensation Discussion and Analysis ............................................................................................................................. 12

Compensation Committee Report....................................................................................................................................... 24

2009 Performance Highlights.............................................................................................................................................. 25

Executive Compensation Tables ........................................................................................................................................ 26

Summary Compensation Table................................................................................................................................ 27

Grants of Plan-Based Awards .................................................................................................................................. 28

Outstanding Equity Awards at December 31, 2009.................................................................................................. 30

Option Exercises and Stock Vested in 2009 ............................................................................................................ 31

Nonqualified Deferred Compensation ...................................................................................................................... 32

Potential Payments Upon Termination or Change of Control................................................................................... 33

Proposal 2: Ratification of Independent Auditors ............................................................................................................ 38 Audit and Other Fees.......................................................................................................................................................... 38

Report of the Audit Committee............................................................................................................................................ 38

Ratification of Selection of Independent Auditors ............................................................................................................... 39

Proposal 3: Re-Approval of Material Terms of Performance Goals for Section 162(m) Awards Under the 2005 Long-Term Incentive Plan Pursuant to Tax Deduction Rules ........................................................................... 39 Proposal 4: Advisory Vote Approving Executive Compensation Philosophy and Practice ........................................ 40 Stockholder Proposals......................................................................................................................................................... 40 Proposal 5: Elimination of Compensation Over $500,000 Per Year ................................................................................... 41

Proposal 6: Policy to Separate Roles of Chairman and Chief Executive Officer................................................................. 42

Proposal 7: Percentage of Stockholder Ownership Required to Call Special Meetings...................................................... 43

Proposal 8: Report on Assessment of Host Country Laws ................................................................................................. 44

Proposal 9: Director Election Majority Vote Standard ......................................................................................................... 45

Proposal 10: Report on Increasing Inherent Security of Chemical Facilities....................................................................... 46

Proposal 11: Policy on Accelerated Vesting in the Event of a Change in Control............................................................... 47

Stockholder Proposals for the 2011 Annual Meeting of Stockholders ............................................................................ 48 Nominations for Directors for Term Expiring in 2012........................................................................................................ 48 Annual Report ....................................................................................................................................................................... 49 Exhibit A: Corporate Governance Policies and Other Governance Measures ................................................................... A-1 Exhibit B: Performance Goals and Additional Information Regarding 2005 Long-Term Incentive Plan ............................. B-1

Performance Goals............................................................................................................................................................B-1

Summary Description of the 2005 Plan..............................................................................................................................B-1

Federal Income Tax Consequences ..................................................................................................................................B-2

Specific Benefits ................................................................................................................................................................B-3

Securities Authorized for Issuance Under Equity Compensation Plans .............................................................................B-4

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PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Occidental Petroleum Corporation, a Delaware corporation, for use at the Annual Meeting of Stockholders on May 7, 2010, and at any adjournment of the meeting. All numbers of shares and prices per share of Occidental common stock have been adjusted to give effect to the two-for-one stock split in August 2006. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 7, 2010 This Proxy Statement and Occidental’s Annual Report on Form 10-K for the year ended December 31, 2009, are available on Occidental’s web site at www.oxypublications.com or by writing to the Communications and Public Affairs Department, Occidental Petroleum Corporation, 10889 Wilshire Boulevard, Los Angeles, California 90024. ADMISSION TO THE ANNUAL MEETING Attendance is limited to stockholders and one guest per stockholder. If you plan to attend the Annual Meeting in person and you are a stockholder of record, you must bring the admission ticket attached to your proxy or information card. If your shares are held in the name of a bank, broker or other holder of record and an admission ticket is not part of your voting instruction card, you will be admitted only if you have proof of ownership on the record date, such as a bank or brokerage account statement. In addition to your admission ticket or account statement, you may be asked to present valid picture identification, such as a driver's license or passport. Cell phones and other electronic devices are not permitted in the meeting. VOTING RIGHTS This Proxy Statement and accompanying proxy card are being mailed beginning on or about March 23, 2010, to each stockholder of record as of March 15, 2010, which is the record date for the determination of stockholders entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of the record date, Occidental had outstanding and entitled to vote 812,155,102 shares of common stock. A majority of outstanding shares must be represented at the Annual Meeting, in person or by proxy, to constitute a quorum and to transact business. You will have one vote for each share of Occidental’s common stock you own. You may vote in person at the Annual Meeting or by proxy. Proxies may be submitted by completing and mailing the proxy card, by telephone or Internet as explained on the proxy card. You may not cumulate your votes. VOTING OF PROXIES The Board of Directors has designated Dr. Ray R. Irani, Mr. Aziz D. Syriani and Miss Rosemary Tomich, and each of them, with the full power of substitution, to vote shares represented by all properly executed proxies. The shares will be voted in accordance with the instructions on the proxy card. If no instructions are specified on the proxy card, the shares will be voted:

• FOR all nominees for directors (see page 2);

• FOR ratification of the independent auditors (see page 38);

• FOR re-approval of material terms of performance goals for Section 162(m) awards under the 2005 Long-Term Incentive Plan (see page 39);

• FOR advisory vote approving executive compensation philosophy and practice (see page 40); and

• AGAINST Proposals 5, 6, 7, 8, 9, 10 and 11 (see page 41). In the absence of instructions to the contrary, proxies will be voted in accordance with the judgment of the person exercising the proxy on any other matter presented at the Annual Meeting in accordance with Occidental's By-laws. BROKER VOTES If your shares are held in street name, under New York Stock Exchange Rules, your broker can vote your shares on Proposals 2, 3 and 4 but not with respect to the election of directors or the stockholder proposals (Proposals 1, 5, 6, 7, 8, 9, 10 and 11). If your broker does not have discretion and you do not give the broker instructions, the votes will be broker nonvotes, which will have the same effect as votes against the proposal. VOTE REQUIRED The vote required to elect directors and to approve each proposal is described with each proposal. VOTING RESULTS The Report of Inspector of Elections will be included in a Current Report on Form 8-K and published on Occidental’s web site, www.oxy.com, within four business days following the Annual Meeting, both of which may be accessed through www.oxy.com or obtained by writing to the Communications and Public Affairs Department, Occidental Petroleum Corporation, 10889 Wilshire Boulevard, Los Angeles, California 90024. CONFIDENTIAL VOTING All proxies, ballots and other voting materials are kept confidential, unless disclosure is required by applicable law or expressly requested by you, you write comments on your proxy or voting instruction card, or the proxy solicitation is contested. Occidental’s confidential voting policy is posted on www.oxy.com and may also be obtained by writing to Occidental’s Corporate Secretary, 10889 Wilshire Boulevard, Los Angeles, California 90024.

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REVOKING A PROXY OR CHANGING YOUR VOTE You may revoke your proxy or change your vote before the Annual Meeting by filing a revocation with the Corporate Secretary of Occidental, by delivering to Occidental a valid proxy bearing a later date or by attending the Annual Meeting and voting in person. SOLICITATION EXPENSES Expense of this solicitation will be paid by Occidental. Morrow & Co., Inc. has been retained to solicit proxies and to assist in the distribution and collection of proxy material for a fee estimated at $16,500 plus reimbursement of out-of-pocket expenses. Additionally, Laurel Hill Advisory Group has been retained to provide advice with respect to current developments in proxy issues. Occidental also will reimburse banks, brokers, nominees and related fiduciaries for the expense of forwarding soliciting material to beneficial owners of its common stock. In addition, Occidental's officers, directors and regular employees may solicit proxies but will receive no additional or special compensation for such work.

PROPOSAL 1: ELECTION OF DIRECTORS

Pursuant to Occidental’s By-laws, although directors, other than first-time nominees, are elected by a plurality of votes, an incumbent director who receives a greater number of votes “against” his or her election than votes “for” in an uncontested election (a “Majority Against Vote”) must tender his or her resignation. Directors who are first-time nominees are elected by a majority of votes. The Corporate Governance, Nominating and Social Responsibility Committee (“Nominating Committee”) will consider the resignation and possible responses to it based on the relevant facts and circumstances, and make a recommendation to the Board of Directors. The Board of Directors must act on the Nominating Committee’s recommendation within 90 days following certification of the stockholder vote by the Inspector of Elections. Any director who tenders his or her resignation pursuant to such By-law provision cannot participate in the Nominating Committee’s recommendation or Board of Directors’ action regarding whether to accept the resignation. The Board of Directors will disclose promptly its decision-making process and its decision as to whether to accept or reject the director’s resignation in a Form 8-K filed with the Securities and Exchange Commission. Unless you specify differently on the proxy card, proxies received will be voted FOR Spencer Abraham, John S. Chalsty, Stephen I. Chazen, Edward P. Djerejian, John E. Feick, Carlos M. Gutierrez, Dr. Ray R. Irani, Irvin W. Maloney, Avedick B. Poladian, Rodolfo Segovia, Aziz D. Syriani, Rosemary Tomich and Walter L. Weisman to serve for a one-year term ending at the 2011 Annual Meeting, but in any event, until his or her successor is elected and qualified, unless ended earlier due to his or her death, resignation, disqualification or removal from office. The Nominating Committee and the Board of Directors have waived the retirement age requirement with respect to Messrs. Chalsty and Maloney and Dr. Irani, and have requested that Messrs. Chalsty and Maloney and Dr. Irani serve an additional term. In the event any nominee should be unavailable at the time of the meeting, the proxies may be voted for a substitute nominee selected by the Board of Directors. Mr. Ronald W. Burkle, a member of the Dividend Committee, is not standing for re-election as a director. The following biographical information is furnished with respect to each of the nominees for election at the 2010 Annual Meeting, together with a discussion of each nominee’s, experience, qualifications and attributes or skills that led to the conclusion that such person should serve as a director. The Board of Directors recommends a vote FOR all of the nominees.

SPENCER ABRAHAM, 57 Director since 2005 Member of the Charitable Contributions Committee, Environmental, Health and Safety Committee, and Executive Compensation and Human Resources Committee (Chair) Secretary Abraham is Chairman and Chief Executive Officer of The Abraham Group, an international strategic consulting firm based in Washington, D.C. Since 2005, he has been a distinguished visiting fellow at the Hoover Institution, a public policy research center headquartered at Stanford University devoted to the study of politics, economics and political economy as well as international affairs. He represented Michigan in the United States

Senate prior to President Bush selecting him as the tenth Secretary of Energy in U.S. history. During his tenure at the Energy Department from 2001 through January 2005, he developed policies and regulations to ensure the nation's energy security, was responsible for the U.S. strategic petroleum reserves, oversaw domestic oil and gas development policy and developed relationships with international governments, including members of the Organization of the Petroleum Exporting Countries. Secretary Abraham's nearly two decades of service at the highest levels of domestic and international policy and politics shaped the insights he brings to Occidental's Board of Directors. Secretary Abraham holds a Juris Doctor degree from Harvard Law School. Secretary Abraham also is a director of ICx Technologies and serves as the non-executive chairman of AREVA, Inc., the U.S. subsidiary of the French-owned nuclear company. He also serves on the boards or advisory committees of several private companies: C3, Deepwater Wind, PetroTiger, Green Rock Energy, Duet India Infrastructure Ltd. and MPE. Secretary Abraham is a trustee of the Churchill Center. Qualifications: As a former U.S. Senator and former U.S. Secretary of Energy who directed all aspects of the country’s energy strategy, Secretary Abraham provides the Board unique insight into public policy and energy-related issues. In addition, Secretary Abraham is a Harvard-trained attorney who, while directing the Energy Department, oversaw a budget of nearly $24 billion (FY 2005) and was responsible for the management of senior department personnel. Secretary Abraham’s legal training, and his government service managing complex policy, personnel and strategic issues provide Occidental with exceptional knowledge and perspective in areas including health, environment and safety, strategy and policy, personnel management and community relations.

JOHN S. CHALSTY, 76 Director since 1996 Member of the Audit Committee, Corporate Governance, Nominating and Social Responsibility Committee, Dividend Committee, Executive Committee, Executive Compensation and Human Resources Committee, and Finance and Risk Management Committee (Chair) Mr. Chalsty is a principal and Chairman of Muirfield Capital Management LLC, an asset management firm. Before joining Muirfield in 2002, he served as Senior Advisor to Credit Suisse First Boston during 2001; was Chairman of Donaldson, Lufkin & Jenrette, Inc. (DLJ), an investment banking firm, from 1996 through 2000; and served as its

President and Chief Executive Officer from 1986 to 1996. After graduating from Harvard Business School, he went to work in 1957 for Standard Oil Company of New Jersey (now ExxonMobil) in the United States and Europe, before joining DLJ in 1969 as an oil analyst. In addition to leading investment firms, he was vice chairman of the New York Stock Exchange (NYSE), past president of the New York Society of Security Analysts and Director of the Financial Analysts Federation. Mr. Chalsty is a Trustee Emeritus of Columbia University and Director of Lincoln Center Theatre. Qualifications: Mr. Chalsty has extensive experience and a distinguished career in the financial services and oil and gas industries. Mr. Chalsty has been a successful investment executive, having run one of America’s most highly regarded investment banking firms. As a Harvard Business School-trained executive, he is a recognized financial strategic counselor and investor, having served as Vice Chairman of the NYSE; and as a former oil company and independent financial analyst. This experience demonstrates his qualifications to be one of Occidental’s audit committee financial experts. Mr. Chalsty’s combination of oil and gas industry experience and management expertise, coupled with his financial market insight, bring exceptional acumen to the Board.

STEPHEN I. CHAZEN, 63 Nominee Mr. Chazen has been the President and Chief Financial Officer of Occidental Petroleum Corporation since 2007. Prior to being named President and Chief Financial Officer, Mr. Chazen was CFO and Senior Executive Vice President from 2004 to 2007, CFO and Executive Vice President-Corporate Development from 1999 to 2004, and Executive Vice President-Corporate Development from 1994 to 1999. Prior to joining Occidental, Mr. Chazen was a Managing Director and Head of Corporate Finance at Merrill Lynch. Mr. Chazen has been a member of the boards of Lyondell Chemical Company, Premcor Inc. and Washington Mutual, Inc. Mr. Chazen holds a Ph.D. in Geology from Michigan State University, a master’s degree in Finance from the University of Houston and a bachelor’s degree in

Geology from Rutgers College. Qualifications: Mr. Chazen has implemented the company’s acquisition and divestiture strategy, which has been a key feature in Occidental’s transformation into a major oil and gas company. As CFO, he has been responsible for the overall financial management of the company and, as President, he has had significant operational management responsibilities. Additionally, Mr. Chazen has been a successful executive in the financial services industry. This financial and management expertise, coupled with his more than thirty years of experience in the oil and gas industry, demonstrate the valuable expertise and perspective that he brings to the Board.

EDWARD P. DJEREJIAN, 71 Director since 1996 Member of the Charitable Contributions Committee, Corporate Governance, Nominating and Social Responsibility Committee, and Environmental, Health and Safety Committee Ambassador Djerejian is the founding Director of the James A. Baker III Institute for Public Policy at Rice University. His career in public service has spanned the administrations of U.S. Presidents Ronald Reagan, George H.W. Bush and William J. Clinton. During the Reagan Administration, he served as Deputy Assistant Secretary of Near Eastern and South Asian Affairs, as Deputy Chief of the U.S. mission to the Kingdom of Jordan and as Special Assistant to the

President and Deputy Press Secretary for Foreign Affairs in the White House. He served as the U.S. Ambassador to the Syrian Arab Republic from 1988 to 1991 under Presidents Reagan and Bush, and then served Presidents Bush and Clinton as Assistant Secretary of State for Near Eastern affairs from 1991 to 1993. President Clinton named him U.S. Ambassador to Israel in 1993. Ambassador Djerejian was a Senior Advisor to the Iraq Study Group, a bipartisan panel mandated by the Congress to assess the current and prospective situation in Iraq in 2006. Ambassador Djerejian is a director of Baker Hughes, Inc., where he is a member of the governance and compensation committees, and Global Industries, Ltd, where he is Chairman of the Governance Committee. Qualifications: Ambassador Djerejian is a leading expert on the complex political, security, economic, religious and ethnic issues of the Middle East. His experience brings valuable insight that enhances the Board's ability to assess operations and business opportunities in the company’s important Middle East/North Africa region. Throughout his career, he has developed an in-depth knowledge of the political and economic landscape in the United States and in the Middle East, and expertise in foreign policy, geopolitics of energy and corporate governance. He serves on several public and nonprofit boards.

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JOHN E. FEICK, 66 Director since 1998 Member of the Audit Committee, Dividend Committee, Environmental, Health and Safety Committee, Executive Committee, and Finance and Risk Management Committee Mr. Feick is the Chairman and a major stockholder of Matrix Solutions Inc., a provider of environmental remediation and reclamation services. He also serves as Chairman and a partner in Kemex Engineering Services, Ltd., which offers engineering and design services to the petrochemical, refining and gas processing industries. From 1984 to 1994, Mr. Feick was President and Chief Operating Officer of Novacor Chemicals, a subsidiary of Nova Corporation.

He serves on the Board of Directors of Fort Chicago Energy Partners LP, of which he is Chairman of the Compensation Committee and a member of the Governance Committee, as well as on the Board of Directors of Graham Construction. Qualifications: Mr. Feick possesses a deep understanding of both the oil and gas and chemicals industries along with broad experience in environmental compliance and remediation. As President and Chief Operating Officer of NOVA Chemicals, he was responsible for the company's investments and operations and established the company as a leader in plant reliability, utilization rates, occupational health and safety, and environmental performance in North America. In addition, Mr. Feick has served as chairman of a company specializing in environmental services and led an oil and gas and petrochemicals specialty engineering firm. In addition to industry knowledge and expertise, Mr. Feick’s experience brings the Board exceptionally valuable insight into the environmental, health and safety area.

CARLOS M. GUTIERREZ, 56 Director since 2009 Member of the Environmental, Health and Safety Committee, and Finance and Risk Management Committee Secretary Gutierrez is the Chairman of the Global Political Strategies division of APCO Worldwide Inc., a global communications and public affairs consulting firm based in Washington, D.C. From February 2005 to January 2009, Secretary Gutierrez served as head of the U.S. Department of Commerce under President George W. Bush. Prior to his government service, Secretary Gutierrez was with the Kellogg Company for 30 years. He became Kellogg's President in 1999 and was Chairman of the Board from 2000 to 2005. He is a member of the boards of United

Technologies, Corning Incorporated and Lightning Science Group. In addition to serving on the Board of Trustees of the Woodrow Wilson International Center for Scholars and the University of Miami, Secretary Gutierrez is a visiting scholar at the Institute for Cuban and Cuban-American Studies at the University of Miami and a member of the board of ImmigrationWorks USA, an organization dedicated to achieving comprehensive immigration reform. Qualifications: Secretary Gutierrez’s highly successful service as President and Chairman of Kellogg Company provides him deep insight into the complex challenges faced by a growing organization in a highly competitive business environment. Additionally, his experience as U.S. Secretary of Commerce provides the Board exceptional knowledge and insight into the complex environment of international commerce. Secretary Gutierrez brings valuable business management and operational experience, international commerce and experienced global economic perspective to the Board.

DR. RAY R. IRANI, 75 Director since 1984 Member of the Dividend Committee and Executive Committee (Chair) Dr. Ray R. Irani has been Chairman and Chief Executive Officer of Occidental Petroleum Corporation since 1990 and held the additional title of President from 2005 to 2007. He has been a Director of the company since 1984, and served as President and Chief Operating Officer of Occidental from 1984 to 1990. Dr. Irani joined the company in 1983 as Chairman and Chief Executive Officer of Occidental Chemical Corporation. He served as Chairman of the Board of Canadian Occidental Petroleum Ltd. (now Nexen Inc.) from 1987 to 1999. Prior to working for Occidental,

Dr. Irani was President, Chief Operating Officer and a Director of Olin Corporation. Dr. Irani is a director of the American Petroleum Institute and serves on the boards of directors of The TCW Group and Wynn Resorts. He is a Trustee of the University of Southern California and Chairman of USC’s Board Personnel Committee, and Vice Chairman of the Board of the American University of Beirut. Qualifications: Since becoming Chairman and Chief Executive Officer of Occidental Petroleum Corporation in 1990, Dr. Irani has built Occidental into the fourth-largest oil and gas company in the United States, based on equity market capitalization. His distinguished professional, educational and career experience led him to transform Occidental from a conglomerate of unrelated business entities into a major oil and gas and chemical company and, as described below beginning on page 17, he continues to motivate superior performance. Dr. Irani has developed extensive personal relationships with government leaders throughout the Middle East/North Africa and across the world. Under his leadership, Occidental has earned respect for its integrity, acuity and capabilities, creating opportunities for growth in the company’s core regions.

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IRVIN W. MALONEY, 79 Director since 1994 Member of the Audit Committee, Charitable Contributions Committee, and Executive Committee From 1992 until 1998, Mr. Maloney was President and Chief Executive Officer of Dataproducts Corporation, which designs, manufactures and markets printers and supplies for computers. He joined Dataproducts in 1988 and was elected President and Chief Operating Officer in October 1991. Mr. Maloney previously served for three years as an Executive Vice President of Contel Corporation and President of Contel's information systems sector; was General Manager of Harris Corporation's customer support and national accounts divisions; and spent 27 years in various

management positions with IBM, including Vice President of Western Field Operations. He was affiliated with the Center for Corporate Innovation. Qualifications: Mr. Maloney’s extensive leadership and career with innovative companies in the technology sector provide the Board valuable expertise and perspective applicable to Occidental’s employment of complex technology applications in its worldwide operations. Mr. Maloney’s business management experience at large companies also provides valuable insight into fiscal management, personnel issues and effective community relations strategies. This experience provides him perspective that is valuable in helping to guide the development of forward-thinking policies that further Occidental’s strategic business goals, leading to outstanding performance.

AVEDICK B. POLADIAN, 58 Director since 2008 Member of the Audit Committee, Executive Compensation and Human Resources Committee, and Finance and Risk Management Committee Mr. Poladian is Executive Vice President and Chief Operating Officer of Lowe Enterprises, Inc., a diversified national real estate company active in commercial, residential and hospitality property investment, management and development. In this role, Mr. Poladian oversees human resources, risk management, construction, finance and legal functions across the firm. Mr. Poladian previously served as Executive Vice President, Chief Financial Officer and

Chief Administrative Officer for Lowe from 2003 to 2006. Mr. Poladian was with Arthur Andersen from 1974 to 2002 and is a certified public accountant (inactive). He is a past member of the Young Presidents Organization, the Chief Executive Organization, the California Society of CPAs and the American Institute of CPAs. Mr. Poladian is a director of the YMCA of Metropolitan Los Angeles and a former Trustee of Loyola Marymount University. He serves as a director of Western Asset Funds (Western Asset Income Fund, Western Asset Premier Bond Fund and Western Asset Funds, Inc.). He was a director of California Pizza Kitchen through May 2008. Qualifications: As a certified public accountant with extensive business experience, Mr. Poladian qualifies as one of Occidental’s audit committee financial experts and provides the Board expert perspective in financial management and analysis. Having served in a senior management position at one of the world’s leading accounting firms, combined with his experience as Chief Operating Officer and Chief Financial Officer of a diversified real estate company, Mr. Poladian has deep knowledge of key business issues, including personnel and asset utilization, in addition to all aspects of fiscal management.

RODOLFO SEGOVIA, 73 Director since 1994 Member of the Charitable Contributions Committee, Corporate Governance, Nominating and Social Responsibility Committee, Environmental, Health and Safety Committee (Chair), Executive Committee, Executive Compensation and Human Resources Committee, and Finance and Risk Management Committee Mr. Segovia is a Director and serves on the Executive Committee of Inversiones Sanford, a diversified investment group with emphasis in specialty chemicals and plastics, with which he has been affiliated since 1965. He is a former President of the Colombian national oil company (Ecopetrol) and President and Chief Executive Officer of

Polipropileno del Caribe, S.A., a manufacturer of polypropylene. He was a Senator of the Republic of Colombia from 1990 to 1993 and the Minister of Public Works and Transportation from 1985 to 1986. He was President of Empresa Colombiana de Petroleos from 1982 to 1985 and prior to that spent 17 years with Petroquimica Colombiana, S.A. in a number of management positions, including President. Mr. Segovia is a Trustee of the University of Andes and serves on the Global Council of Lehigh University, where he was a visiting professor. While a scholar and resident at Lehigh, he presented a public address entitled “The Oxy Story: From the Brink to Excellence.” He is a member of the Colombian Academy of History. Mr. Segovia is a recipient of the Colombia Distinguished Engineers Award and the Order of Merit of the French Republic. Qualifications: As former President of Colombia’s national oil company and with extensive expertise in the chemicals industry, Mr. Segovia provides the Board strategic insight into the management and acquisition strategies of both Occidental's oil and gas and chemicals businesses. His extensive experience as a former lawmaker and distinguished business leader in Colombia includes management leadership of large organizations specializing in petrochemicals. Mr. Segovia provides the Board valuable insight and counsel on issues and strategy in the Americas region, where Occidental has significant oil and gas operations, as well as significant insight gained from his financial management, policy, environmental and social issues management expertise in both the private and public sector.

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AZIZ D. SYRIANI, 67 Director since 1983 Lead Independent Director since 1999 Member of the Audit Committee (Chair), Corporate Governance, Nominating and Social Responsibility Committee, Dividend Committee, and Executive Committee

Mr. Syriani is President and Chief Executive Officer of The Olayan Group, a global, diversified trading, services and investment organization that operates more than 40 businesses and financial enterprises. He has been with The Olayan Group since 1974 and helped it become one of the world's largest privately held companies, in terms of

shareholder equity. Mr. Syriani was named President and Chief Operating Officer in 1978 and Chief Executive Officer in 2002. Born in Lebanon, Mr. Syriani received an accounting degree from the American University of Beirut, followed by French and Lebanese law degrees in 1965 from the University of St. Joseph, an affiliate of the University of Lyon. Following five years of legal practice in Beirut, he obtained his LL.M. degree from Harvard Law School in 1972. He practiced law in New York and Beruit before joining The Olayan Group. From 1974-1976 he served on the Board of American Express Middle East Development Company, the Lebanese subsidiary of American Express. Mr. Syriani is a director of The Credit Suisse Group, where he was Chairman of the Audit Committee from April 2002 until April 2004, and since April 2004 has been Chairman of its Compensation Committee. Qualifications: Mr. Syriani's experience both leading and serving on the board of successful global organizations brings broad and extensive international business and corporate governance acumen to the Board and, in particular, to his role as Lead Independent Director. With extensive experience as President and CEO of one of the world’s leading trading, services and investment organizations, directing all aspects of its business, Mr. Syriani provides unique global market insight to the Board. Mr. Syriani’s educational and professional experience in the Middle East/North Africa, the Americas and Europe, his Harvard legal training, and his broad experience in business organization leadership provide the Board a knowledgeable, acculturated global perspective that helps to effectively shape Occidental’s worldwide growth and governance strategies.

ROSEMARY TOMICH, 72 Director since 1980 Member of the Audit Committee, Charitable Contributions Committee (Chair), Corporate Governance, Nominating and Social Responsibility Committee (Chair), Environmental, Health and Safety Committee, Executive Committee, and Executive Compensation and Human Resources Committee

Miss Tomich is owner of the Hope Cattle Company and the A. S. Tomich Construction Company. Additionally, she is Chairman of the Board of Directors and Chief Executive Officer of Livestock Clearing, Inc. and was a founding Director of the Palm Springs Savings Bank. Miss Tomich serves on the Advisory Board of the University of Southern California

Marshall School of Business and the Board of Councillors for the College of Letters, Arts and Sciences at the University of Southern California and is a Trustee Emeritus of the Salk Institute. Qualifications: Miss Tomich’s experience in the construction and commodity-based arenas, as well as in the social cause arena, give her insight into matters critical to asset development, corporate governance and human relations strategy, policy and practice. Miss Tomich's extensive experience as an ardent advocate for community, social, minority and women’s causes has contributed to the Board an important perspective and understanding that is highly valued in today’s business environment. Occidental also benefits from the keen insights gained from Miss Tomich’s service on the boards of social, cultural and educational institutions, which enables her to provide strategic counsel to the Board on governance and human relations policies.

WALTER L. WEISMAN, 74 Director since 2002 Member of the Audit Committee, Corporate Governance, Nominating and Social Responsibility Committee, Dividend Committee, Environmental, Health and Safety Committee, and Finance and Risk Management Committee Mr. Weisman was Chairman and Chief Executive Officer of American Medical International, a multinational hospital firm, until his retirement in 1998. Since then, Mr. Weisman has used his expertise in leading a global company to guide his private investments, volunteer activities and service on numerous business and non-profit boards of directors.

Mr. Weisman is a Board Director of Fresenius Medical Care AG, for which he chairs the Audit and Corporate Governance Committee. He also is Chairman of the Board of the Sundance Institute and a Senior Trustee of the Board of Trustees of the California Institute of Technology, where he serves on a number of committees, including the Institute's Oversight Committee for the Jet Propulsion Laboratory. He previously served as Chairman of Maguire Properties Inc., an owner, developer and manager of office properties in Southern California, and is a past Chairman of the Los Angeles County Museum of Art, on which he continues to serve as a Life Trustee. Qualifications: As a former chairman and Chief Executive Officer, Mr. Weisman has expertise in corporate resource maximization and a depth of understanding in governance, financial management, risk management and health-related matters. In addition, the Board benefits from Mr. Weisman’s experience as a trustee of respected business, educational, intellectual and community service organizations. This provides added perspective into strategic business issues and maintaining entrepreneurial spirit, while focusing on people, profit and performance.

6

7

INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES BOARD LEADERSHIP STRUCTURE – In 1999, in an effort to strengthen and improve corporate governance, the Board of Directors restructured Occidental’s Board leadership, which restructuring included implementation of a number of important new corporate governance policies, principles and guidelines. These changes were intended to improve the performance of Occidental by taking advantage of the collective skills and experience of Occidental’s directors and officers. A Lead Independent Director position was added alongside the existing position of Chairman/Chief Executive Officer. Among other things, the new corporate governance policies, principles and guidelines established a Corporate Governance, Nominating and Social Responsibility Committee, required that all members of the Corporate Governance, Nominating and Social Responsibility Committee, the Audit Committee and the Executive Compensation and Human Resources Committee be independent directors, and required that the Board meet in executive session with no management directors present at least once each year. Over the ensuing eleven years, the Board has found that this structure and these policies functioned extremely well in strengthening Board leadership, fostering cohesive decision-making at the Board level, solidifying Director collegiality, improving problem solving and enhancing strategy formulation and implementation. All these factors facilitated the outstanding performance of the Company over this period. From 2000 through 2009, Occidental’s total cumulative stockholder return exceeded that of its peer group companies by more than 400%. The Chairman/Chief Executive Officer position and Lead Independent Director position are carefully defined and well designed. The Board sets the company’s strategy and goals, so the Chairman of the Board must be an integral part of that process, and he can provide strategic guidance to the Board by virtue of his role as Chief Executive Officer. As Chief Executive Officer, he is able to, and does, provide comprehensive reports on current issues and operations to the Board at virtually every Board meeting, while helping the Board to set, adjust and align short and long term business strategies and goals. The Chief Executive Officer is responsible for implementing Occidental’s strategy and for achieving goals set by the Board. Since the Board frequently reviews, evaluates and discusses the company’s performance, efficiencies are gained by having a combined role. The combined role also alleviates internal inefficiencies that would be likely to occur if the roles were separated, and separation of the roles would divert management focus and harm performance. The role of the Lead Independent Director is to evaluate, along with the members of the Executive Compensation and Human Resources Committee and the full Board, the performance of the Chief Executive Officer, and to funnel to the Chief Executive Officer the views of the independent directors and the Board committees. In doing so, the Lead Independent Director provides liaison between the Board and the Chairman/Chief Executive Officer, thereby giving guidance to the Chief Executive Officer in meeting the objectives set by the Board, and monitoring compliance with corporate governance policies. Additionally, the Lead Independent Director serves as a liaison between the Board and stockholders. The Lead Independent Director has participated in meetings with institutional stockholders to better understand their views on Occidental. He has the authority to call meetings of the independent directors and chairs executive sessions of the Board at which no members of management are present. These meetings are intended to provide the Lead Independent Director with information that he can use to help the Chairman/Chief Executive Officer function in the most effective manner. The third key component of Board leadership is the role of the Board committees. The Board has divided oversight functions among eight committees, which have on average six Board members, and most of which meet at least five times each year and cover an extensive agenda. These committees regularly report back to the full Board with specific findings and recommendations in their areas of oversight and liaise regularly with the Lead Independent Director. BOARD ROLE IN RISK OVERSIGHT – The Board’s role in risk oversight recognizes the multifaceted nature of risk management. It is a control and compliance function, but it also involves strategic considerations in normal business decision making. It covers legal and regulatory matters, finance, security, safety and health and environmental concerns. The Board has created and empowered several Board committees which are involved in aspects of risk oversight. These committees review and monitor risk management and greatly expand the Board’s oversight role in these areas. Four Board committees, the Audit Committee, the Corporate Governance, Nominating and Social Responsibility Committee, the Environmental Health and Safety Committee and the Finance and Risk Management Committee, all composed entirely of independent directors, are each integral to the control and compliance aspects of risk oversight by the Board. Each of these committees meets regularly with management to review, as appropriate, compliance with existing policies and procedures and to discuss changes or improvements that may be required or desirable. Each of the committees with risk oversight responsibilities meets at least as often as the full Board and always when the full Board meets. This ensures that each committee has adequate time for in-depth review and discussion of all matters associated with each committee’s area of responsibility. After the committee meetings, each committee reports to the Board, sometimes without the Chairman present, for discussion of issues and findings as well as the Board’s recommendations of appropriate changes or improvements. CORPORATE GOVERNANCE – The Corporate Governance Policies, together with information about Occidental’s Code of Business Conduct and other governance measures adopted by the Board of Directors, are set forth in Exhibit A and are also available at www.oxy.com or by writing to Occidental’s Corporate Secretary, 10889 Wilshire Boulevard, Los Angeles, California 90024. RELATED PARTY TRANSACTIONS – Pursuant to Occidental’s written Conflict of Interest Policy, each director and executive officer has an obligation to avoid any activity, agreement, business investment or interest, or other situation that could be construed either as divergent to or in competition with Occidental’s interest or as an interference with such person’s primary duty to serve Occidental, unless prior written approval has been granted by the Audit Committee of the Board of Directors. Each director and executive officer is required to complete an annual questionnaire that requires disclosure of any transaction between Occidental and the director or executive officer or any of his or her affiliates or immediate family members. A summary of the Conflict of Interest Policy is included in Occidental’s Code of Business Conduct. There were no transactions by any of the directors or executive officers in 2009 that were required to be reported pursuant to the Conflict of Interest Policy or otherwise. DIRECTOR EDUCATION – For 2009, the Board received training on the fundamentals of oil and gas exploration and production, with an emphasis on enhanced oil recovery.

INDEPENDENCE – Each of Miss Tomich and Messrs. Abraham, Burkle, Chalsty, Djerejian, Feick, Gutierrez, Maloney, Poladian, Segovia, Syriani and Weisman has been determined by the Board of Directors as meeting the independence standard set forth in Occidental’s Corporate Governance Policies (see Exhibit A) and the New York Stock Exchange Listed Company Manual. In making its determination of independence, the Board considered that, as disclosed under Compensation of Directors on page 10, Occidental matched the gifts made by certain of the directors to charitable organizations. Except for the Executive Committee and the Dividend Committee, all committees of the Board are composed entirely of independent directors. MEETINGS – The Board of Directors held six regular meetings during 2009, including one executive session at which no members of management were present. Mr. Syriani, the Lead Independent Director, presided over the executive session. Each director attended at least 75 percent of the meetings of the Board of Directors and the committees of which he or she was a member, and all of the directors attended the 2009 Annual Meeting. Attendance at the annual meeting of stockholders is expected of all directors as if it were a regular meeting. SUCCESSION PLANNING – The Board of Directors annually reviews Occidental’s succession plan for senior management positions. For more information, see page 21. COMMUNICATIONS WITH BOARD MEMBERS – Stockholders and other interested parties may communicate with any director by sending a letter or facsimile to such director’s attention in care of Occidental’s Corporate Secretary, 10889 Wilshire Boulevard, Los Angeles, California 90024; facsimile number 310-443-6977. The Corporate Secretary opens, logs and forwards all such correspondence (other than advertisements or other solicitations) to directors unless the director to whom the correspondence is addressed has requested the Corporate Secretary to forward correspondence unopened. LEAD INDEPENDENT DIRECTOR AND COMMITTEES – The Board of Directors has a Lead Independent Director and eight standing committees: Executive; Audit; Corporate Governance, Nominating and Social Responsibility; Charitable Contributions; Dividend; Executive Compensation and Human Resources; Environmental, Health and Safety; and Finance and Risk Management. The charters of the Audit Committee, the Executive Compensation and Human Resources Committee, Finance and Risk Management Committee and the Corporate Governance, Nominating and Social Responsibility Committee and the enabling resolutions for each of the other committees are available at www.oxy.com or by writing to Occidental’s Corporate Secretary, 10889 Wilshire Boulevard, Los Angeles, California 90024. The general duties of the Lead Independent Director and the committees are described below. From time to time, the Board of Directors delegates additional duties to the standing committees.

Name and Members Responsibilities Meetings or Written

Actions in 2009 Lead Independent Director Aziz D. Syriani

• coordinates the activities of the independent directors • advises the Chairman on the schedule and agenda for Board meetings • assists in assuring compliance with Occidental’s Corporate Governance

Policies • assists the Executive Compensation and Human Resources Committee in

evaluating the Chief Executive Officer’s performance • recommends to the Chairman membership of the various Board committees

Not applicable

Audit Committee John S. Chalsty John E. Feick Irvin W. Maloney Avedick B. Poladian Aziz D. Syriani (Chair) Rosemary Tomich Walter L. Weisman

All of the members of the Audit Committee are independent, as defined in the New York Stock Exchange Listed Company Manual. All of the members of the Audit Committee are financially literate and the Board has determined that Messrs. Chalsty and Poladian meet the Securities and Exchange Commission’s definition of “audit committee financial expert.” The Audit Committee Report with respect to Occidental's financial statements is on page 38.

The primary duties of the Audit Committee are as follows:

• hires the independent auditors to audit the consolidated financial statements, books, records and accounts of Occidental and its subsidiaries

• discusses the scope and results of the audit with the independent auditors • discusses Occidental's financial accounting and reporting principles and the

adequacy of Occidental's internal accounting, financial and operating controls with the auditors and with management

• reviews all reports of internal audits submitted to the Audit Committee and management's actions with respect thereto

• reviews the appointment of the senior internal auditing executive • oversees all matters relating to Occidental’s Code of Business Conduct

compliance program

8 meetings including 7 executive sessions with no members of management present

Charitable Contributions Committee Spencer Abraham Edward P. Djerejian Irvin W. Maloney Rodolfo Segovia Rosemary Tomich (Chair)

• oversees charitable contributions made by Occidental and its subsidiaries 5 meetings

8

Name and Members Responsibilities Meetings or Written

Actions in 2009 Corporate Governance, Nominating and Social Responsibility Committee John S. Chalsty Edward P. Djerejian Rodolfo Segovia Aziz D. Syriani Rosemary Tomich (Chair) Walter L. Weisman

• recommends candidates for election to the Board • is responsible for the periodic review and interpretation of Occidental's

Corporate Governance Policies and consideration of other governance issues • oversees the evaluation of the Board and management • reviews Occidental’s policies, programs and practices on social responsibility,

including the Corporate Matching Gift Program • oversees compliance with Occidental’s Human Rights Policy See page 48 for information on how nominees are selected and instructions on how to recommend nominees for the Board.

6 meetings

Dividend Committee Ronald W. Burkle (1) John S. Chalsty John E. Feick Dr. Ray R. Irani Aziz D. Syriani Walter L. Weisman

• has authority to declare the quarterly cash dividends on the common stock 1 meeting (effective December 2009, duties assumed by Finance and Risk Management Committee)

Environmental, Health and Safety Committee Spencer Abraham Edward P. Djerejian John E. Feick Carlos M. Gutierrez Rodolfo Segovia (Chair) Rosemary Tomich Walter L. Weisman

• reviews and discusses with management the status of environmental, health and safety issues, including compliance with applicable laws and regulations

• reviews the results of internal compliance reviews and remediation projects • reports periodically to the Board on environmental, health and safety matters

affecting Occidental and its subsidiaries

5 meetings

Executive Committee John S. Chalsty John E. Feick Dr. Ray R. Irani (Chair) Irvin W. Maloney Rodolfo Segovia Aziz D. Syriani Rosemary Tomich

• exercises the powers of the Board with respect to the management of the business and affairs of Occidental between meetings of the Board

None

Executive Compensation and Human Resources Committee Spencer Abraham (Chair) John S. Chalsty Avedick B. Poladian Rodolfo Segovia Rosemary Tomich

• reviews and approves the corporate goals and objectives relevant to the compensation of the Chief Executive Officer (CEO), evaluates the CEO’s performance and determines and approves the CEO’s compensation

• reviews and approves the annual salaries, bonuses and other executive benefits of all other executive officers

• administers Occidental's stock-based incentive compensation plans and periodically reviews the performance of the plans and their rules

• reviews new executive compensation programs • periodically reviews the operation of existing executive compensation

programs as well as policies for the administration of executive compensation • reviews director compensation annually

The Executive Compensation and Human Resources Committee's report on executive compensation is on page 24.

5 meetings including 3 executive sessions with no members of management present

Finance and Risk Management Committee John S. Chalsty (Chair) John E. Feick Carlos M. Gutierrez Avedick B. Poladian Rodolfo Segovia Walter L. Weisman

• recommends to the Board the annual capital plan, and any changes thereto, and significant joint ventures, long-term financial commitments and acquisitions

• approves policies for authorization of expenditures, cash management and investment and for hedging of commodities and interest rates

• reviews Occidental’s financial strategies, risk management policies (including insurance coverage levels) and financial plans (including planned issuances of debt and equity)

1 meeting (Committee established December 2009)

(1) Not standing for re-election to the Board of Directors.

9

COMPENSATION OF DIRECTORS For 2009, each non-employee director:

• was paid a retainer of $60,000 per year, plus $2,000 for each meeting of the Board of Directors or of its committees he or she attended in person or telephonically; and

• received an annual grant of 5,000 restricted shares of common stock, plus an additional 800 restricted shares of common stock for each committee he or she chaired, or for serving as lead independent director.

Directors are eligible to participate on the same terms as Occidental employees in the Occidental Petroleum Corporation Matching Gift Program, which matches contributions made by employees and directors up to an aggregate of $50,000 per year to educational institutions and organizations, as well as arts and cultural organizations. In addition, Occidental reimburses non-employee directors for expenses related to service on the Board, including hotel, airfare, ground transportation and meals for themselves and their significant others, and permits, subject to availability, non-employee directors to make use of company aircraft on the same reimbursement terms applicable to executive officers of Occidental. Occidental does not provide option awards, non-equity incentive awards, deferred compensation or retirement plans for non-employee directors. A table summarizing the total compensation for 2009 for each of the non-employee directors who served in 2009 is set forth below.

Compensation of Directors

Name

Fees Earned or Paid in Cash

($)

Stock Awards

($) (1) All Other Compensation

($) (2) Total

($)

Spencer Abraham $ 102,000 $ 304,500 $ 1,224 $ 407,724 Ronald W. Burkle $ 74,000 $ 304,500 $ 50,000 $ 428,500 John S. Chalsty $ 114,000 $ 353,220 $ 31,429 $ 498,649 Edward P. Djerejian $ 104,000 $ 304,500 $ 5,861 $ 414,361 John E. Feick $ 102,000 $ 304,500 $ 5,449 $ 411,949 Carlos M. Gutierrez (3) $ 33,581 $ 225,879 $ 0 $ 259,460 Irvin W. Maloney $ 102,000 $ 304,500 $ 1,310 $ 407,810 Avedick B. Poladian $ 96,000 $ 304,500 $ 0 $ 400,500 Rodolfo Segovia $ 116,000 $ 353,220 $ 40,405 $ 509,625 Aziz D. Syriani $ 102,000 $ 401,940 $ 9,370 $ 513,310 Rosemary Tomich $ 130,000 $ 401,940 $ 0 $ 531,940 Walter L. Weisman $ 114,000 $ 304,500 $ 25,000 $ 443,500 (1) Restricted Stock Awards are granted to each non-employee director on the first business day following the Annual Meeting or, in the case of a new non-

employee director, the first business day following the election of the director. The shares subject to these awards are fully vested on the date of grant, but may not be sold or transferred for three years except in the case of death or disability. The dollar amounts shown reflect $60.90 per share for all directors except Mr. Gutierrez, which reflects $67.75 per share, which in each case, is the respective grant date fair value.

(2) None of the non-employee directors received any fees or payment for services other than as a director. Amounts shown include personal benefits in excess of $10,000, all tax gross-ups regardless of amount and matching charitable contributions. For Messrs. Abraham, Feick, Maloney and Syriani, the amount shown is the tax gross-up related to reimbursement of spousal travel cost. For Messrs. Burkle and Weisman, the amount shown is the charitable contribution pursuant to Occidental’s Matching Gift Program. For Messrs. Chalsty, Djerejian and Segovia, $6,429, $3,861 and $5,405, respectively, of the amount shown is for the tax gross-up related to reimbursement for spousal travel and $25,000, $2,000 and $35,000, respectively, of the amount shown is the charitable contribution pursuant to Occidental’s Matching Gift Program.

(3) Mr. Gutierrez commenced service as a director in July 2009.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules issued thereunder, Occidental’s executive officers, directors and any beneficial owner of more than 10 percent of any class of Occidental’s equity securities are required to file, with the Securities and Exchange Commission and the New York Stock Exchange, reports of ownership and changes in ownership of Occidental common stock. Copies of such reports are required to be furnished to Occidental. Based solely on its review of the copies of the reports furnished to Occidental or written representations that no reports were required, Occidental believes that, during 2009, all persons required to report complied with the Section 16(a) requirements.

10

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

At the close of business on February 28, 2010, the beneficial owner of common stock shown below was the only person known to Occidental to be the beneficial owner of five percent or more of the outstanding voting securities of Occidental.

Name and Address Number of Shares Owned

Percent of Outstanding

Common Stock

Sole Voting Shares Shared Voting Shares

Sole Investment Shares

Shared Investment Shares

BlackRock, Inc. 40 East 52nd Street New York, NY 10022

45,651,339(1) 5.62(1) 45,651,339(1) __(1) 45,651,339(1) __(1)

(1) Pursuant to Schedule 13G, filed as of January 29, 2010 with the Securities and Exchange Commission.

The following table sets forth certain information regarding the beneficial ownership of Occidental common stock as of February 28, 2010, by each of the named executive officers, the directors of Occidental, and all executive officers and directors as a group. The directors are subject to stock ownership guidelines as described in Occidental’s Corporate Governance Policies (see Exhibit A). The executive officers are subject to stock ownership guidelines, which range from two to ten times base salary (see Executive Stock Ownership at www.oxy.com). All of the directors and current executive officers were in compliance with the guidelines as of February 28, 2010.

Beneficial Ownership of Directors and Executive Officers

Name

Sole Voting and Investment Shares (1)

Restricted Shares (2)

Exercisable Options (3)

Total Shares Beneficially Owned (4)

Percent of Outstanding

Common Stock (5)

Restricted/ Performance

Stock Units (6)

Spencer Abraham 3,462 13,848 0 17,310 0 William E. Albrecht 4,498 0 0 4,498 34,567 Ronald W. Burkle 29,000 25,000 0 54,000 0 John S. Chalsty 30,590 25,016 0 55,606 0 Stephen I. Chazen 1,987,139 0 0 1,987,139 379,723 Donald P. de Brier 681,528 0 565,946 1,247,474 79,925 Edward P. Djerejian 20,674 23,750 0 44,424 0 John E. Feick 10,000 25,000 0 35,000 0 Carlos M. Gutierrez 0 3,334 0 3,334 0 Ray R. Irani 7,458,741 (7) 0 0 7,458,741 (7) 870,724 Irvin W. Maloney 25,520 25,000 0 50,520 0 R. Casey Olson 122,478 0 0 122,478 28,321 Avedick B. Poladian 0 10,000 0 10,000 0 Rodolfo Segovia 57,351 (8) 27,442 0 84,793 (8) 0 Aziz D. Syriani 35,860 22,820 0 58,680 0 Rosemary Tomich 34,900 25,208 0 60,108 0 Walter L. Weisman 12,154 25,000 0 37,154 0

All executive officers and directors as a group (21 persons) 10,695,522

251,418 741,446 11,688,386 1.4% 1,490,470

(1) Includes shares held through the Occidental Petroleum Corporation Savings Plan as of February 28, 2010.

(2) For non-employee directors, includes shares for which investment authority has not vested under the 1996 Restricted Stock Plan for Non-Employee Directors and the 2005 Long-Term Incentive Plan.

(3) Includes options and stock appreciation rights which will be exercisable within 60 days.

(4) Represents the sum of the first three columns.

(5) Unless otherwise indicated, less than 1 percent.

(6) Includes the restricted stock unit awards and awards at target level under performance stock awards. Until the restricted or performance period ends, as applicable, and, in the case of performance stock awards, until the awards are certified, no shares of common stock are issued. However, grant recipients receive dividend equivalents on the restricted stock units during the restricted period and on the target share amount of performance stock awards during the performance period.

(7) Includes 272,000 shares beneficially owned by Dr. Irani through a limited partnership and the Irani Family Foundation.

(8) Includes 15,121 shares held by Mr. Segovia as trustee for the benefit of his children.

11

12

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY OF OCCIDENTAL’S EXECUTIVE COMPENSATION As its business model and the broader corporate governance environment have evolved, Occidental has maintained an ongoing, constructive dialogue with stockholders and certain stockholder advisory groups, with the goal of achieving continuous improvement in all aspects of its corporate governance practices, including executive compensation. Following are highlights of recent actions: 2009

• The Board voluntarily adopted a policy under which stockholders have an advisory vote on executive compensation philosophy and practice.

• The Lead Independent Director and the Chairman of the Executive Compensation and Human Resources Committee (Compensation Committee) met with stockholders to obtain feedback on Occidental’s compensation policies and practices.

• The Compensation Committee adopted an additional performance target hurdle for equity incentive awards, so that payout over target is made only if Occidental outperforms both its peers and the S&P 500 Index. See page 14.

• The Compensation Committee re-aligned incentive awards to place more emphasis on equity awards that vest upon attainment of pre-established performance goals, and away from equity awards that vest based solely upon the passage of time, such as stock options, stock appreciation rights and restricted stock awards. Occidental has not granted options or stock appreciation rights since 2006 and has not granted restricted stock since 2005 as part of the executive compensation program.

• The Compensation Committee developed a compensation program weighted towards equity awards, which rely on a peer comparison, to incentivize superior performance and growth in stockholder value. While doing so, the executive compensation program maintains more than 90% of compensation value at-risk, including the possibility of no payouts of incentive compensation. See page 14.

• The company adopted pro rata vesting of any future awards of stock options, stock appreciation rights or restricted stock units in the event of the death of the grantee. See page 23.

• The company expanded its stock ownership guidelines to specify that senior management is expected to retain 50% of net after-tax shares acquired after 2008 through equity awards for three years following vesting and revised award agreements to make this guideline mandatory for named executive officers. See page 23.

• The company adopted potential forfeiture of unvested awards in the event the grantee violates Occidental’s Code of Business Conduct. See page 23.

2008

• The company adopted a policy that compensation consultants be independent. See page A-3.

COMPENSATION OBJECTIVES AND PROCESS The Compensation Committee’s executive compensation philosophy is centered on the fundamental belief that long-term growth of the company, which maximizes value creation for stockholders, is the key measure of executive performance. In reviewing Occidental’s growth and performance, the Compensation Committee is convinced that the current executive officer management team has performed at exceptional levels and that it is in the best interests of the stockholders to retain the current team and reward it for continued long-term success. Specific performance highlights of the executive management team’s accomplishments include:

• Growth in Occidental’s market capitalization from $8 billion at year end 1999 to $66 billion at year end 2009;

• Balance sheet management and improvements, particularly reduced debt levels from $4.4 billion to $2.8 billion over the 10-year period from December 31, 1999 to December 31, 2009;

• Oil and gas production growth and consistent replacement of more than 100% of production reserves each year over the past 10 years;

• Increasing pipeline of production projects and acquisitions that propel the company’s growth;

• Continued increases in total cumulative stockholder returns, including 76% over the past 3 years, 204% over the past 5 years, and 870% over the past 10 years; and

• Maintaining its reputation as a quality oil and gas industry investment during the economic volatility of 2008 and 2009 by delivering total stockholder return over this period of 9.7%, outperforming all of the companies in its peer group as well as major stock market indices. This accomplishment is a result of Occidental’s strong balance sheet, credit ratings, and the company’s operational excellence during this difficult period.

In order to ensure continuity of senior management, the Compensation Committee developed a compensation program designed not only to retain outstanding executives, but also to incentivize and reward them for achieving superior performance in the pursuit of Occidental’s long-term strategic objectives. The program rewards exceptional contributions to overall sustainable value creation for stockholders and the attainment of short- and long-term performance targets.

COMPENSATION PROGRAM ELEMENTS The current compensation program for named executive officers is primarily based on an at-risk, long-term approach that uses a combination of short- and long-term performance incentives. The following charts show the percentages of the total target 2009 compensation value established by the Compensation Committee for the Chief Executive Officer, as split between short-term and long-term compensation and between at-risk and non-performance-based compensation. A similar profile exists for the remaining named executive officers. See pages 18 through 20 for the total compensation values established for each of the named executive officers.

Chief Executive Officer

89.7

10.3 7.6

92.4

Long-Term Compensation as percent of Total Compensation Value at target

At-Risk Compensation as percent of Total Compensation Value at target

Short-Term Compensation as percent of Total Compensation Value at target

Non-Performance-Based Compensation as percent of Total Compensation Value at target

At-risk, long-term compensation. This portion of compensation consists of performance based awards that provide incentives for future outcomes consistent with the ultimate objective of sustained growth in stockholder value. The Compensation Committee believes that at-risk, long-term compensation should represent a high percentage of an executive’s total compensation package and that exceptional performance should result in correspondingly higher levels of compensation. During the process of determining the composition of each named executive officer’s compensation package, the Compensation Committee evaluated many factors, including the following:

• Alignment of executive and stockholder interests in achieving long-term growth in stockholder value;

• Ensuring that exceptional rewards are attained only for exceptional performance;

• The value of compensation packages being significant enough to encourage a high-performing executive’s continued full-time commitment to the company; and

• The total cost of compensation, including estimated future payouts for performance-based awards, and affordability of that cost to the company.

This portion of the executive compensation program includes two types of awards, Return on Equity Incentive Awards and Total Stockholder Return Incentives, based on two respective performance measures: cumulative return on equity over a three-year term and total stockholder return compared to a peer group and the S&P 500 Index over a four-year term.

Return on Equity Incentive Award (ROEI) — Return on equity (ROE) is an internal measure used in the highly capital-intensive oil and gas industry to evaluate a company’s use of capital given its existing financial structure. The profitable use of capital is a primary determinant of long-term sustainable growth in stockholder value. ROE, which is obtained by dividing net income by stockholder equity and is objectively determinable from Occidental’s published financial statements, is an indicator not only of the effectiveness of capital allocation, but also of the successful execution of the capital program. The use of the ROE performance metric results in management’s focus on the effective use of capital, which is designed to:

• Encourage profitable long-term investment and growth in the business;

• Ensure that management does not take excessive risk, including excessive debt;

• Balance focus on short-term results while encouraging appropriate long-term risk-taking; and

• Encourage participation in opportunities with returns well above the company’s cost of capital. ROEIs are performance-based awards that pay from 0 to 200 percent of the target incentive amount in cash upon achievement of specific levels of three-year cumulative ROE. Due to the long-term nature of oil and gas business strategies, the economic success of these investment decisions must be measured over a multi-year period. The three-year measurement period for ROE mitigates the impact of short-term oil and gas price fluctuations that could distort results. The Compensation Committee sets the ROE targets to be challenging, but achievable. In selecting them, the Compensation Committee noted that Occidental is operating in a highly competitive environment with rapidly escalating costs and that Occidental’s equity base was expected to continue increasing, factors that will make future performance targets more difficult to reach. Despite the

Long-Term At-Risk

13

declining economy and particularly volatile commodity prices of the last two years, the Compensation Committee required the same ROE performance to achieve threshold, target and maximum payouts for awards granted in 2007, 2008 and 2009. The range of ROE performance and corresponding approximate payouts are described below in relation to corresponding approximate earnings achieved:

• The maximum payout is achieved by a 54% cumulative annual ROE over a three-year period (annualized at approximately 18%), representing approximately $19 billion1 in net income attributable to common stock over the period. If achieved, the total payout for all named executive officers would be $75 million, representing less than 0.4% of such net income over the three-year period.

• The target payout is achieved by a 43.5% cumulative annual ROE over a three-year period (annualized at approximately 14.5%), representing approximately $15 billion1 in net income attributable to common stock over the period. If achieved, the total payout for all named executive officers would be $37.5 million, representing approximately 0.3% of such net income over the three-year period.

• No payout is made with a cumulative annual ROE over a three-year period of 33% or less (annualized at approximately 11%), representing approximately $10 billion1 or less in net income attributable to common stock over the period.

The Compensation Committee believes that the ROE measure is both a reasonable and cost-effective means for the company to encourage consistent success in achieving superior returns on equity. These returns contribute to long-term sustainable growth in stockholder value. Fifty percent of the long-term, at-risk target incentive value approved for the named executive officers in July 2009 (see pages 18 through 20) was in the form of ROEIs.

Total Stockholder Return Incentives (TSRIs) — The Compensation Committee believes that the comparison of Occidental’s total stockholder return over a specified period of time to peer companies’ returns over the same period of time is an external measure of the company’s effectiveness in translating its results into stockholder returns. Total stockholder return is the change in price of a share of common stock plus reinvested dividends over a specified period of time (TSR) and is an indicator of management’s achievement of long-term sustainable increases in stockholder value. TSRI awards use both comparative peer company and S&P 500 Index TSRs to determine payout amounts. The TSRIs are designed to:

• Align executive rewards with stockholder returns over a longer-term horizon of four years;

• Reward growth in Occidental’s total stockholder value compared to total stockholder value of a peer group2, neutralizing major market variables that impact the entire oil and gas industry, thereby rewarding the executives for superior performance relative to the peer group companies; and

• Prevent overpayment for less than superior performance relative to overall market performance by including the S&P 500 Index TSR as a threshold for payouts above target.

Payouts are split sixty percent in stock and forty percent in cash regardless of the payout percentage. Dividend equivalents are paid at target during the performance period. Fifty percent of the shares paid out pursuant to the TSRIs to individuals who were named executive officers as of the end of the preceding year are subject to a three-year restriction period. The Compensation Committee’s primary considerations in determining the peer group companies were:

• Investors’ alternatives for energy sector investment choices;

• Occidental’s global competitors for projects and acquisitions; and

• Occidental’s global competitors for employees. Occidental can be characterized primarily as a global oil and gas production company with no refining and marketing operations, with low debt levels, and with a history of continuing production growth and increasing dividend payouts. Therefore, companies with narrow asset bases, no significant non-U.S. business, that have different debt structures, or are heavily weighted toward refining and marketing were eliminated from consideration in determining the peer group. The peer comparison companies are all significant enterprises within the oil and gas industry. The Compensation Committee regularly reviews the peer group companies and modifies the group to take into account mergers and other developments in such companies. The table below illustrates the respective TSRs for Occidental, the peer comparison companies and the S&P 500 Index over 3, 5 and 10 years.

Total Cumulative Stockholder Return

Over 3, 5 and 10 Years

2007-2009 2005-2009 2000-2009 Occidental 76 % 204 % 870 %

Peer Group Companies 2 % 48 % 169 %

S&P 500 Index (16)% 2 % (9)%

The TSRI permits maximum award payouts only for performance in the top third of the peer companies and provides no payout for performance in the bottom third of the peer companies. Fifty percent of the long-term, at-risk target incentive value approved for the named executive officers in July 2009 (see pages 18 through 20) was in the form of TSRIs.

1 Assumes no changes to stockholders equity other than dividends at the current payout levels and income. 2 In addition to Occidental, the peer companies are Anadarko Petroleum Corporation, Apache Corporation, BP p.l.c., Chevron Corporation, Conoco Philips, Devon

Energy Corporation, ExxonMobil Corporation and Royal Dutch Shell plc.

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The following chart shows the target and maximum payouts of 2009 TSRI awards as a percentage of the company’s outstanding shares.

Shares Payable to Named Executive

Officers at Target

Target Payout as Percentage of Shares

Outstanding as of June 30, 2009

Maximum Shares Payable to

Named Executive Officers

Maximum Payout as Percentage of Shares

Outstanding as of June 30, 2009

561,886 0.07% 1,123,772 0.14%

Summary of At-Risk Compensation. The following table summarizes key features of the long-term and short-term incentive components of the at-risk portion of the 2009 executive compensation program.

Summary of At-Risk Compensation

Payout Range

Compensation Component

Performance Period

Form of Payout Payout Basis

Minimum Payout (1)

Performance Resulting in

Minimum Payout

MaximumPayout (1)

Performance Required for

Maximum Payout

Return on Equity Incentive Award (ROEI) 3 Years Cash Cumulative annual ROE 0% ROE ≤ 33% (2) 200% ROE ≥ 54% (2)

Total Stockholder Return Incentive (TSRI) (3) 4 Years 60% Stock

40% Cash TSR relative to peer group and, for above target payout, to S&P 500 Index

0% Bottom Third TSR

200% Top Third TSR and out -perform S&P 500 Index

Executive Incentive Compensation Plan (EICP)

Non-Equity Incentive Portion – 60% of target 1 Year Cash

EPS 0% (4) EPS ≤ $2.00 200% (4) EPS ≥ $4.00

Bonus Portion – 40% of target (5) 1 Year Cash Key performance areas:

Governance and ethical conduct

Functional and operating accomplishments

Health, environment and safety

Diversity

Organizational development

0% Subjective Performance Assessment

200% Subjective Performance Assessment

(1) Percent of target payout.

(2) Returns are compounded on a quarterly basis.

(3) Payout percent for total stockholder return in the middle third of the peer group is based on a linear interpolation of values between the minimum and maximum payout percentages.

(4) Target payout is achieved at $2.50 per share. Payout percent for EPS of $2.00-$2.50 is based on a linear interpolation of values between 0 percent and 100 percent and for EPS of $2.50-$4.00 is based on a linear interpolation of values between 100 percent and 200 percent.

(5) Because of the subjective assessment of performance, bonus targets are shown under “Non-Performance-Based Compensation” in the Total Compensation Value tables beginning on page 18.

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Salary and other short-term compensation. The Compensation Committee believes that meaningful, short-term achievements alone may not translate to sustainable long-term stockholder value creation. Accordingly, the most significant portion of compensation program value should come from awards with performance periods longer than one year and short-term compensation value should be limited. Salary and other short-term compensation represents 11.9% of the 2009 compensation package of the named executive officers. Short-term compensation is comprised of base salary and other compensation, plus an Executive Incentive Compensation Plan (EICP) award. The Compensation Committee reviews publicly available base salary and short-term bonus information for the oil and gas industry and sets executive officer base salary and EICP targets.

Salary and other compensation – As part of a corporate-wide initiative to reduce costs, each of Dr. Irani and Messrs. Chazen, de Brier and Olson agreed to a ten percent salary reduction effective January 1, 2009. Certain other compensation and benefits that apply to senior executives are described under “Other Compensation and Benefits” beginning on page 22.

Executive Incentive Compensation Plan Award (EICP) – The EICP Award is comprised of a Non-Equity Incentive portion (60% of ta